Results of Court Meeting and General Meeting

Animalcare Group PLC

08 June 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

8 June 2026

RECOMMENDED ACQUISITION

of

ANIMALCARE GROUP PLC ("Animalcare")

by

CCP PAW 2 LIMITED ("Bidco")

(a wholly-owned subsidiary of funds managed or advised by Charterhouse Capital Partners LLP)

to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006

Results of Court Meeting and General Meeting

Introduction

On 16 April 2026, the boards of Animalcare and Bidco announced that they had reached agreement on the terms and conditions of a recommended acquisition pursuant to which Bidco will acquire the entire issued, and to be issued, share capital of Animalcare (the "Acquisition").

The Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement between Animalcare and the Scheme Shareholders under Part 26 of the Companies Act 2006 (the "Scheme").

The scheme document in respect of the Acquisition was published and made available to Animalcare Shareholders on 12 May 2026 (the "Scheme Document").

Capitalised terms used in this announcement, unless otherwise defined, have the meaning given to them in the Scheme Document.

Results of the Court Meeting and the General Meeting

Animalcare is pleased to announce that, at the Court Meeting and the General Meeting held today in connection with the Acquisition:

·    the requisite majority of Scheme Shareholders voted (either in person or by proxy) in favour of the resolution to approve the Scheme at the Court Meeting; and

·    the requisite majority of Animalcare Shareholders voted (either in person or by proxy) in favour of the Special Resolution at the General Meeting to give effect to the Scheme by, among other things, amending the Animalcare Articles.

Details of the resolutions passed at the Meetings are set out in the notices of the Court Meeting and the General Meeting contained in Part 12 (Notice of Court Meeting) and Part 13 (Notice of General Meeting) of the Scheme Document.

Voting results of the Court Meeting

The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder present in person or by proxy was entitled to one vote per Scheme Share held at the Voting Record Time.

Results of Court Meeting	FOR	AGAINST	TOTAL
Number of Scheme Shares voted	45,228,315	6,320,349	51,548,664
Percentage of Scheme Shares voted(1)	87.74%	12.26%	100%
Number of Scheme Shareholders who voted(2)	30	10	34
Percentage of Scheme Shareholders who voted(1)(2)	88.24%	29.41%	117.65%
Number of Scheme Shares voted as a percentage of issued share capital entitled to vote on the Scheme (1)	65.50%	9.15%	74.66%
(1)   All percentages have been rounded to two decimal places. (2)   Where a Scheme Shareholder has cast some of their votes "for" and some of their votes "against" the resolution, such Scheme Shareholder has been counted as having voted both "for" and "against" the resolution for the purposes of determining the number and percentage of Scheme Shareholders who voted as set out in this row. This also results in the percentages in the fifth row of the above table being, in total, over 100%.

Voting results of the General Meeting

The table below sets out the results of the poll on the Special Resolution at the General Meeting. Each Animalcare Shareholder present in person or by proxy was entitled to one vote per Animalcare Share held at the Voting Record Time.

	FOR		AGAINST		TOTAL	WITHHELD(1)
Special Resolution	Number of votes	Percentage of votes(2)	Number of votes	Percentage of votes(2)	Number of votes	Number of votes
To give effect to the Scheme by, among other things, amending the Animalcare Articles	45,300,960	87.73%	6,335,139	12.27%	51,636,099	2,049,762
(1)   A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" the Special Resolution. (2)   All percentages have been rounded to two decimal places.

The total number of Animalcare Shares in issue at the Voting Record Time was 69,045,945. As at the Voting Record Time, no Animalcare Shares were held in treasury. Therefore, the total number of voting rights in Animalcare as at the Voting Record Time was 69,045,945.

Next steps and updated expected timetable of principal events

The outcome of the Court Meeting and General Meeting means that Conditions 2.1 and 2.2 (as set out in Part 3 (Conditions to the Implementation of the Scheme and to the Acquisition) of the Scheme Document) have been satisfied. 

The Acquisition remains subject to the satisfaction (or, where applicable, waiver) of certain other Conditions, including the FIRB Condition, the sanction of the Scheme by the Court at the Sanction Hearing, delivery of a copy of the Court Order to the Registrar of Companies and the satisfaction (or, where applicable, waiver) of the remaining general Conditions set out in Part 3 (Conditions to the Implementation of the Scheme and to the Acquisition) of the Scheme Document. The expected timetable of principal events for the implementation of the Scheme is set out in the Scheme Document.

An updated expected timetable of principal events for the implementation of the Scheme is set out in the appendix to this announcement. If any change to the key dates and/or times set out in the expected timetable are made, the Company will give notice of this change by issuing an announcement through a Regulatory Information Service, with such announcements also being made available on the Company's website at https://www.animalcaregroup.com/investors/recommended-offer-by-ccp-paw-2-limited/.

Enquiries

Animalcare Jennifer Winter (Chief Executive Officer) Chris Brewster (Chief Financial Officer) Media/Investor Relations	[phone] [e-mail]
Alma Strategic Communications (PR Adviser to Animalcare) Caroline Forde Kinvara Verdon Rose Docherty		[phone] [e-mail]
Stifel Nicolaus Europe Limited (Financial Adviser, Rule 3 Adviser, Nominated Adviser and Joint Broker to Animalcare) Ben Maddison Charles Hoare Jason Grossman Francis North Ben Good Kate Hanshaw		[phone]
Panmure Liberum (Joint Broker to Animalcare) Emma Earl Freddy Crossley Rupert Dearden		[phone]
Charterhouse
Haitham Nasri (Partner) Stephan Morgan (Partner)		[phone]
Rothschild & Co (Financial Adviser to Charterhouse and Bidco) Julian Hudson Dimitrios Iroidis           Ashley Southcott		[phone]
Prosek (PR Adviser to Charterhouse) Matthieu Roussellier Kate Pledger		[e-mail]

Allen Overy Shearman Sterling LLP is acting as legal adviser to Charterhouse and Bidco. Squire Patton Boggs (UK) LLP is acting as legal adviser to Animalcare.

Important Notices

This announcement is for information purposes only. It does not constitute an offer or form part of any offer or an invitation to purchase, subscribe for, sell or issue, any securities or a solicitation of any offer to purchase, subscribe for, sell or issue any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement does not comprise a prospectus or a prospectus exempted document. The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is, with the consent of the Takeover Panel, implemented by way of an Offer, the Offer Document) which contains the full terms and Conditions of the Acquisition.

Financial advisers

Stifel, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Animalcare and no-one else in connection with the Acquisition and other matters referred to in this announcement and will not be responsible to anyone other than Animalcare for providing the protections afforded to clients of Stifel nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement. Neither Stifel nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stifel in connection with this announcement.

Panmure Liberum, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Animalcare and no-one else in connection with the Acquisition and other matters referred to in this announcement and will not be responsible to anyone other than Animalcare for providing the protections afforded to clients of Panmure Liberum nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement. Neither Panmure Liberum nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Liberum in connection with this announcement.

Rothschild & Co, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Bidco and Charterhouse in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than Bidco and Charterhouse for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this announcement. Neither Rothschild & Co, nor any of its subsidiaries, branches or affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement.

Overseas shareholders

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation. No action has been taken by Animalcare or Bidco to obtain any approval, authorisation or exemption to permit the possession or distribution of this announcement in any jurisdiction, other than in the United Kingdom.

The implications of the Scheme and the Acquisition for Overseas Shareholders may be affected by the laws and/or regulations of jurisdictions outside the United Kingdom. Overseas Shareholders should inform themselves about, and observe, any applicable legal or regulatory requirements. It is the responsibility of any Overseas Shareholders to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or duties or payments due in such jurisdiction. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in, into or from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

This announcement has been prepared for the purposes of complying with English law, the Takeover Code, the rules of the London Stock Exchange and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Further details in relation to Overseas Shareholders are set out in the Scheme Document.

Notice to US holders of Animalcare Shares

Neither the United States Securities and Exchange Commission nor any other US federal or state securities commission or regulatory authority has reviewed, approved or disapproved this announcement, any of the proposals described in this announcement or passed an opinion on the accuracy or the adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The Acquisition relates to shares of an English company and is being effected by means of a scheme of arrangement under the laws of England and Wales. The scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules. Bidco reserves the right, subject to the consent of the Takeover Panel to implement the Acquisition by means of a Takeover Offer, as an alternative to the Scheme. If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such an Offer would be made in the United States by Bidco and no one else. In addition to any such Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Animalcare outside such Offer during the period in which such Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside of the United States and would comply with applicable law and regulation, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website www.londonstockexchange.com.

The Aggregator Interests which may be issued under the Alternative Offer have not been and will not be registered under the Securities Act, or under the relevant securities laws of any state or territory of the US. Accordingly, the Aggregator Interests may not be offered or sold in the US, except in a transaction not subject to, or in reliance on an applicable exemption from, the registration requirements of the Securities Act and any applicable state securities laws. It is anticipated that any Aggregator Interests issued pursuant to the Alternative Offer will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof ("Section 3(a)(10)"). Section 3(a)(10) exempts securities issued in specified exchange transactions from the registration requirement under the Securities Act where, among other things, the fairness of the terms and conditions of the issuance and exchange of such securities have been approved by a court or governmental authority expressly authorised by law to grant such approval, after a hearing upon the fairness of the terms and conditions of the exchange at which all persons to whom the Aggregator Interests are proposed to be issued have the right to appear; and receive adequate and timely notice thereof.

The receipt of cash pursuant to the Acquisition by a direct or indirect US holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Animalcare Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him or her.

It may be difficult for US Animalcare Shareholders to enforce their rights and claims arising out of US federal securities laws, since Bidco and Animalcare are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US Animalcare Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Charterhouse, Bidco or its nominees and brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase shares or other securities  in Animalcare outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or the Scheme becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the United Kingdom, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on websites

Pursuant to Rule 26.1 of the Takeover Code, a copy of this announcement and other documents in connection with the Acquisition will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at Bidco's and Animalcare's websites at https://paw.charterhouse.co.uk/ and https://www.animalcaregroup.com/investors/recommended-offer-by-ccp-paw-2-limited/ respectively promptly following the publication of this announcement and in any event by no later than 12 noon on the business day following this announcement until the end of the Offer Period.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.

APPENDIX

UPDATED EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Time and/or date
The following dates are indicative only and are subject to change(1):
Reinvestment Election Date for the Form of Election (green form for certificated holders) and settlement of TTE Instructions (for CREST holders)	5:00 p.m. on D - 7 days(2)
Sanction Hearing to sanction the Scheme	As soon as reasonably practicable after Bidco confirms the satisfaction or waiver of the Conditions ("D")
Last day of dealings in, and for registration of transfers of, Animalcare Shares	D + 1 Business Day
Scheme Record Time	6:00 p.m. on D + 1 Business Day
Disablement of CREST in respect of Animalcare Shares	6:00 p.m. on D + 1 Business Day
Dealings in Animalcare Shares suspended	7:30 a.m. on D + 2 Business Days
Effective Date	D + 2 Business Days
Cancellation of admission to trading of Animalcare Shares on AIM	7:00 a.m. on D + 3 Business Days
Latest date for despatch of cheques and crediting of CREST for cash consideration due under the Scheme and issue of Aggregator Interests in under the Alternative Offer	Within 14 days of the Effective Date
Long Stop Date	16 October 2026(3)

Notes:

1.     These times and dates are indicative only, based on current expectations and will depend on, among other things, the dates upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. If any of the dates and/or times change in this expected timetable, the revised dates and/or times will be notified to Animalcare Shareholders by announcement through the Regulatory Information Service on the London Stock Exchange, with such announcement being made available on Animalcare's website at www.animalcaregroup.com.

2.     For technical reasons, it will not be possible to send TTE Instructions to Euroclear before the date on which the Sanction Hearing is set and announced. Once the date of the Sanction Hearing is set, Animalcare will announce the Reinvestment Election Date via a Regulatory Information Service (with such announcement being made available on Animalcare's website at https://www.animalcaregroup.com/investors/recommended-offer-by-ccp-paw-2-limited/) and an appropriate event will be set up by Euroclear in CREST. It will be possible for TTE Instructions to be sent to Euroclear from such time until the Reinvestment Election Date.

3.     This is the latest date by which the Scheme may become Effective (by no later than 11.59 p.m. (London time)). However, the Long Stop Date may be extended to such later date as Bidco and Animalcare agree (with the consent of the Takeover Panel, if required).

 

END